Tallgrass Energy Partners, LP (NYSE:TEP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On January3, 2017, Tallgrass Energy Partners, LP, a Delaware
limited partnership (the Partnership), Tallgrass
Development, LP, a Delaware limited partnership (Tallgrass
Development), and Tallgrass Operations, LLC, a Delaware
limited liability company and wholly-owned direct subsidiary of
Tallgrass Development (Tallgrass Operations), entered into
a definitive Purchase and Sale Agreement (the Purchase
Agreement), to which the Partnership acquired 50% of the
issued and outstanding membership interests in Tallgrass NatGas
Operator, LLC, a Delaware limited liability company
(NatGas), and 50% of the issued and outstanding membership
interests in Tallgrass Terminals, LLC, a Delaware limited
liability company (Terminals) (such membership interests
in NatGas and Terminals, the Subject Interests and such
transaction, the Transaction), effective as of January1,
2017.

Effective as of January1, 2017, and subject to the terms and
conditions of the Purchase Agreement, Tallgrass Operations
assigned the Subject Interests to a wholly-owned direct
subsidiary of the Partnership in exchange for total consideration
from the Partnership of $140million in cash. The Purchase
Agreement contains customary representations and warranties,
indemnification obligations and covenants by the parties, and
copy of the Purchase Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Tallgrass MLP GP, LLC, a Delaware limited liability company
(Tallgrass GP), serves as the general partner of the
Partnership. The Conflicts Committee of the Board of Directors of
Tallgrass GP recommended approval of the Transaction to the Board
of Directors, which then approved the Transaction. The Conflicts
Committee, which is composed entirely of independent directors,
retained independent legal and financial advisors to assist in
evaluating and negotiating the Transaction.

The Purchase Agreement and the above descriptions have been
included to provide investors and security holders with
information regarding the terms of the Purchase Agreement. They
are not intended to provide any other factual information about
the Partnership, Tallgrass Operations or Tallgrass Development or
their respective subsidiaries or affiliates or equity holders.
The representations, warranties and covenants contained in the
Purchase Agreement were made only for purposes of that agreement
and as of specific dates; were solely for the benefit of the
parties to the Purchase Agreement; may be subject to limitations
agreed upon by the parties, including being qualified by
disclosures made by each contracting party to the other as a way
of allocating contractual risk between them that differ from
those applicable to investors. Investors should be aware that
these representations, warranties and covenants or any
description thereof alone may not describe the actual state of
affairs of the Partnership, Tallgrass Operations, Tallgrass
Development or their respective subsidiaries, affiliates,
businesses or equity holders as of the date they were made or at
any other time.

The above description does not purport to be a complete
description of the Purchase Agreement and is qualified in its
entirety by the contents of the Purchase Agreement, a copy of
which is filed herewith as Exhibit 10.1.

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On January3, 2017, the Partnership and Tallgrass Energy GP, LP
issued a joint press release announcing the Transaction. A copy
of the press release is furnished with this Form 8-K as Exhibit
99.1 and incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 to Form 8-K, the
information attached to this Current Report on Form 8-K as
Exhibit 99.1 shall be deemed to be furnished and shall not be
deemed to be filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act,
regardless of the general incorporation language of such filing,
except as expressly set forth by specific reference in such
filing.

(d) Exhibits

3

About Tallgrass Energy Partners, LP (NYSE:TEP)

Tallgrass Energy Partners, LP owns, operates, acquires and develops midstream energy assets in North America. The Company operates through three segments: Crude Oil Transportation & Logistics, which includes the ownership and operation of a crude oil pipeline system; Natural Gas Transportation & Logistics, which includes the ownership and operation of Federal Energy Regulatory Commission-regulated interstate natural gas pipelines and integrated natural gas storage facilities, and Processing & Logistics, which includes the ownership and operation of natural gas processing, treating and fractionation facilities, the provision of water business services primarily to the oil and gas exploration and production industry and the transportation of natural gas liquid (NGLs). The Company provides crude oil transportation to customers in Wyoming, Colorado, and the surrounding regions through its interests in Tallgrass Pony Express Pipeline, LLC.

Tallgrass Energy Partners, LP (NYSE:TEP) Recent Trading Information

Tallgrass Energy Partners, LP (NYSE:TEP) closed its last trading session up +0.70 at 47.45 with 153,402 shares trading hands.